A growing number of Americans living with HIV/ AIDS are aged 50 or older. The majority of HIV+ older persons must manage multiple chronic health conditions, which increases the challenge of self-managing their health. However, little work has addressed this issue. Pilot research showed this population desires assistance with HIV management and adherence, chronic disease management, and quality of life. Prior research has also shown telephone counseling to be acceptable, feasible, and efficacious in improving coping among older HIV+ persons. We are therefore seeking to test the efficacy of an individualized telephone counseling intervention focused on HIV treatment adherence and chronic disease self- management. A telephone format has potential to increase access to self-management support services among older adults who may be isolated or in poor health. Primary aims are to conduct a randomized controlled trial with 450 persons recruited from community-based AIDS Service Organizations (ASOs) who are aged 50+ years and living with HIV/AIDS and other chronic conditions. We will evaluate the efficacy of an experimental 10-session individually-tailored telephone counseling intervention, as compared to a 10- session attention-matched didactic telephone group comparison arm, and an information-matched book only control arm. Primary outcome measures are HIV treatment adherence and health-related quality of life at baseline, 6, 9, and 12-month follow-ups. Secondary aims are to evaluate between group differences in: (a) overall chronic disease treatment adherence;(b) problem-solving skills, self-efficacy, and readiness to change;and (c) perceived stress and depression. Development of an individualized intervention to enhance HIV-specific and general chronic illness self-management skills and motivation among persons aged 50 and older living with HIV/AIDS and other comorbid chronic conditions will help to address the broad needs of this population. Our proposed intervention and recruitment plan capitalizes on the strengths of existing community-based organizations, and in the long-term may have the potential to help build their capacity to serve older persons with HIV. The proposed intervention model and format could also be generalizable to other populations of persons with multiple chronic conditions..